Integrity Royalty Platform Terms of Use

Effective: October 1, 2020

These Terms of Use (“Terms”) govern the relationship between you (“you” or “User”) and Integrity Music, a division of David C Cook, and its subsidiary Integrity Music, Ltd.  (collectively referred to in these Terms as “we” or “Integrity”) concerning the Integrity Royalty Platform and its related services (collectively, the “Site”). By using or accessing this Site, you agree to these Terms, as updated from time to time (provided only those Terms to which you have agreed or are applicable at the time of your visit and/or use will govern). If you are agreeing to these Terms for use by a business (e.g., a corporation) or other organization, you are agreeing to these Terms on behalf of that organization, and such organization accepts these Terms. In such case, “you” or “User” as used herein refers to the organization you represent. You must have authority to bind that organization to this Agreement; otherwise you must not sign up for or otherwise make use of the Site. The Site provides a varying range of services, which may require that you review and accept supplemental terms that apply to your use of the Site. To the extent those supplemental terms conflict with these Terms, the supplemental terms govern.

The following definitions shall apply in these Terms:

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical and organizational measures: as defined in the Data Protection Legislation.

Data Protection Legislation:  the UK Data Protection Legislation and any other European Union legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to Integrity or the User relating to the use of personal data (including, without limitation, the privacy of electronic communications).

UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended.

User Data:  all personal data which forms part of the User Content (as defined in section 5 of these Terms).

  1. License and Description of Services

Subject to your compliance with these Terms, Integrity grants to you a non-exclusive license to access the Site, which may include a variety of services and resources including without limitation statements of songwriting royalties provided by Integrity. By using the Site, you agree to receive certain communications from Integrity, including without limitation service announcements, administrative messages, and other messages which Integrity may disseminate from time to time.

2.     Privacy and Submission of Data to Integrity

Integrity and the User will comply with all applicable requirements of the Data Protection Legislation. This section 2 is in addition to, and does not relieve, remove or replace, a party's obligations or rights under the Data Protection Legislation. Any User Data that you submit to Integrity and which Integrity processes in its capacity as a data controller is governed by the Integrity Privacy Policy, which is incorporated herein. To the extent that you submit User Data to Integrity which is processed by Integrity in its capacity as a data processor, the Schedule to these Terms sets out the scope, nature and purpose of processing by Integrity, the duration of the processing and the types of personal data and categories of data subject. You will ensure that you have all necessary appropriate consents and notices in place to enable lawful transfer of User Data to Integrity for the duration and purposes of these Terms so that Integrity may lawfully use, process and transfer such User Data in accordance with these Terms or otherwise.

a.  Integrity shall, in relation to any User Data processed by it in its capacity as a data processor in connection with the performance by it of its obligations under these Terms:

(i) process that User Data only on the documented written instructions of the User unless Integrity is required by the laws of any member of the European Union or by the laws of the European Union applicable to Integrity and/or Domestic UK Law (where “Domestic UK Law” means the UK Data Protection Legislation and any other law that applies in the UK) to process personal data (the “Applicable Laws”). Where Integrity is relying on Applicable Laws as the basis for processing User Data, Integrity shall notify the User of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit Integrity from so notifying the User;

(ii) not transfer any User Data outside of the European Economic Area and the United Kingdom unless the following conditions are fulfilled:

(1) the User or Integrity has provided appropriate safeguards in relation to the transfer;

 

(2) the Data Subject has enforceable rights and remedies; and

 

(3) Integrity complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred;

 

(iii) assist the User, at the User's cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;

(iv) notify the User without undue delay on becoming aware of a personal data breach;

(v) at the written direction of the User, delete or return User Data and copies thereof to the User on termination of these Terms unless required by Applicable Laws to store the User Data (and for these purposes the term "delete" shall mean to put such data beyond use); and

(vi) maintain complete and accurate records and information to demonstrate its compliance with this section 2(a) and immediately inform the User if, in the opinion of Integrity, an instruction infringes the Data Protection Legislation; and

(vii) have in place appropriate technical and organisational measures to protect against unauthorised or unlawful processing of User Data and against accidental loss or destruction of, or damage to, User Data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures.

You hereby consent to Integrity appointing any third party processor of User Data under these Terms. We confirm that we have entered into, or (as the case may be) will enter into, with any third-party processor of User Data, a written agreement incorporating terms which are substantially similar to those set out in section 2(a). As between Integrity and the User, Integrity shall remain fully liable for all acts or omissions of any third-party processor appointed by it pursuant to this section 2.

Certain functions and services offered through the Site may be provided by a third party in which case those third parties’ privacy policies may also apply where indicated. You acknowledge and agree that Integrity has no control over and is not responsible for the privacy practices of any third party. Additionally, by using the Site, you acknowledge and agree that internet transmissions are never completely private or secure. You understand that any message or information you send to the Site may be read or intercepted by others, even if there is a special notice that a particular transmission (for example, credit card information) is encrypted.

3.     Account Registration

For use of the Site or certain services you may be asked to create an account by providing Integrity with current and accurate personal information as prompted by the registration form. It is a condition of your use of the Site that all the information you provide on the Site is correct, current, and complete. By establishing an account, you represent and warrant you have the right and are authorized to provide to us the information you provide when you register for such an account. You are solely responsible for maintaining the confidentiality of your name and password and for any activity which occurs under your account. You agree that your account is personal to you and that you will notify Integrity as soon as reasonably possible if you become aware of unauthorized use of your account or other security breach. Integrity will not be liable for any loss that you may incur as a result of a third party accessing or using your account, either with or without your knowledge. If you create an account with Integrity directly through the Site, your account status is subject to compliance with these Terms.

Without limitation of the foregoing, you may not use a user name or email address that belongs to or is already being used by another person; that may be construed as impersonating another person; that violates the intellectual property or other rights of any person; that is offensive; or that we reject for any other reason in our sole discretion.

4.     Integrity Content

All text, graphics, images, music, video, audio, text, animation, widgets, user interfaces, trademarks, logos, software code, and other copyrighted or otherwise proprietary content (collectively, “Content”), including but not limited to the design, structure, selection, coordination, expression, and arrangement of such Content, contained on or within the Site is owned, controlled, or licensed by or to Integrity, and is protected by trade dress, copyright, and trademark laws, and various other intellectual property rights and unfair competition laws.

Except as expressly provided in these Terms or in a separate license agreement you may enter into with Integrity, no part of the Site, including Content contained therein, may be copied, reproduced, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, or distributed in any way to any other computer, server, website, or other medium for publication, distribution, or for any enterprise (commercial or non-commercial), without Integrity’s express prior written consent.

You may use information purposely made available by Integrity for downloading (or other form of distribution) from the Site, provided that you: (1) not remove any proprietary notice language in all copies of such documents; (2) use such information only for your personal, ministry, educational, or informational purposes and do not copy or post such information on any networked computer or otherwise make it publicly available, unless Integrity communicates in writing its intent for such information to be used in this manner; (3) make no modifications to any such information; and (4) not make any additional representations or warranties relating to such information.

5.     User Content

You are solely responsible for all content created, provided, uploaded, linked or posted by you or by any person using a personal account registered to, by or on behalf of you (collectively “User Content”). You hereby agree:

a. to comply with the laws of the United States and the state of Tennessee, including without limitation laws governing the transmission of technical data exported from the United States through the Internet and other electronic media;

b. to comply with all posted policies, rules, procedures, and practices of Integrity and the Site, including without limitation each provision of these Terms of Use;

c. not to disrupt, interfere with, or access without permission (“hack”) the Site or any website, network, server, system, or computer connected thereto;

d. not to use the Site or the name of the Site or Integrity for or in connection with chain letters, junk mail, or spamming, and not to contact any other user without his or her prior consent;

e. not to create, provide, upload, link, post, or transmit any unlawful, harassing, defamatory, libelous, abusive, threatening or harmful User Content or information on, to or through the Site;

f. not to create, provide, upload, link, post, or transmit any User Content or information on, to or through the Site which encourages or incites conduct which gives rise to actual or potential criminal or civil liability or violates applicable law; and

g. not to intentionally interfere with the operation of the Site or the use and enjoyment thereof by other users or third parties.

6.     User Conduct

In consideration of Integrity granting you access to the Site, you hereby agree that:

a. You will not attempt to gain unauthorized access to any portion or feature of the Site or any other systems or networks connected to the Site or to any Integrity server, or to any of the services offered on or through the Site, by hacking, password “mining” or any other illegitimate means.

b. You will not probe, scan, or test the vulnerability of the Site or any network connected to the Site, nor breach the security or authentication measures on the Site or any network connected to the Site. You may not reverse look-up, trace, or seek to trace any information on any other user of or visitor to the Site, including any account not owned by you, or exploit the Site or any service or information made available or offered by or through the Site.

c. You agree that you will not take any action that imposes an unreasonable or disproportionately large load on the infrastructure of the Site or Integrity’s systems or networks, or any systems or networks connected to the Site or to Integrity.

d. You agree not to use any device, software, or routine to interfere or attempt to interfere with the proper working of the Site or any transaction being conducted on the Site, or with any other person’s use of the Site.

e. You will not forge headers or otherwise manipulate identifiers in order to disguise the origin of any message or transmittal you send to Integrity or through the Site or any service offered on or through the Site. You may not pretend that you are, or that you represent, someone else, or impersonate any other individual or entity when accessing or otherwise using the Site.

f. You will not use any automatic device, program, algorithm or methodology, or any similar or equivalent manual process, to access, acquire, copy or monitor any portion of the Site, or in any way reproduce or circumvent the navigational structure or presentation of the Site, to obtain or attempt to obtain any materials, documents, or information through any means not purposely made available through the Site. Integrity reserves the right to bar any such activity.

g. You may not use the Site or any Content for any purpose that is unlawful or prohibited by these Terms, or to solicit the performance of any illegal activity or other activity which infringes the rights of Integrity or others.

7.     Access to Site/Violation of Terms

You understand and agree that you are solely responsible for obtaining access to the Site, which may involve equipment and third party fees (such as internet service provider fees, airtime charges, or other charges associated with the display and delivery of electronic communications).

You agree that Integrity may, for any reason or no reason and without prior notice, at Integrity’s sole discretion, immediately terminate your account and/or access to the Site at any time and for any reason, and shall not be liable to you or any third party for any termination of your account or access to the Site. You agree that Integrity will not be liable to you or to any third party for termination of your access to the Site as a result of any violation of these Terms.

Integrity may disclose any information we have about you (including your identity) if we determine that such disclosure is necessary in connection with any investigation or complaint regarding your use of the Site, or to identify, contact, or bring legal action against someone who may be causing injury to or interference with (either intentionally or unintentionally) Integrity’s rights or property, or the rights or property of visitors to or Users of the Site. Integrity reserves the right at all times to disclose any information that Integrity deems necessary to comply with any applicable law, regulation, legal process, or governmental request. Integrity also may disclose your information when Integrity determines that applicable law requires or permits such disclosure, including exchanging information with other companies and organizations for fraud protection purposes. To the extent that this paragraph conflicts with any applicable Data Protection Legislation (whether contained within the Integrity Privacy Policy or otherwise), such Data Protection Legislation shall govern.

Subject always to any applicable Data Protection Legislation, you acknowledge and agree that Integrity may preserve any transmittal or communication by you with Integrity through the Site or any service offered on or through the Site, and may also disclose such data if required to do so by law or Integrity determines that such preservation or disclosure is reasonably necessary to: (1) comply with legal process; (2) enforce these Terms of Use; (3) respond to claims that any such data violates the rights of others; or (4) protect the rights, property or personal safety of Integrity, its employees, users of or visitors to the Site, and the public. This section is in addition to any purposes stated in the Privacy Policy.

8.     Modification of Service

Integrity reserves the sole and exclusive right to change, suspend, or terminate the Site and all related services at any time and from time to time with or without cause or prior notice. Integrity is not liable to you or any third party for any change to, suspension, or termination of the Site or related services.

9.     Modification of Terms

Should Integrity change any of the Terms above, it will display them on the Site. For your convenience and future reference, the date of the version of these Terms is set forth above. Your continued use of the Site is your consent that you agree to the Terms of Service, so please be sure to check back periodically. Please review these Terms frequently as Integrity may modify them from time to time. As provided in the disclaimer above, only the Terms which you have accepted or that are in effect at the time of your use will apply to you.

10. Copyright Claims.

We respect the intellectual property rights of our Users and other third parties. If you believe a User has wrongfully posted User Content to the Site to which you are the rightful owner, you may send Integrity a takedown notice in accordance with the requirements of the Digital Millennium Copyright Act. Such notice should be sent to Integrity Music, Attn: Legal Department, 4050 Lee Vance Drive Colorado Springs, CO 80918, or by email with “DMCA Notice” in the subject line to copyright@integritymusic.com.

11. Links to Other Websites

The Site may contain links to other independent third party web sites (“Linked Sites”). These Linked Sites are provided solely as a convenience to you and our users. Such Linked Sites are not under Integrity’s control, and Integrity is not responsible for and does not endorse the content of such Linked Sites.

12. Void Where Prohibited

Although the Site is accessible worldwide, not all features, products, or services discussed, referenced, provided, or offered through or on the Site are available to all persons or in all geographic locations, or appropriate or available for use outside the United States. Integrity reserves the right to limit, in its sole discretion, the provision and quantity of any feature, product, or service to any person or geographic area. Any offer for any feature, product, or service made on the Site is void where prohibited. If you choose to access the Site from outside the United States, you do so on your own initiative and you are solely responsible for complying with applicable local laws.

13. Disclaimer

USER AGREES TO USE THE SITE AT USER’S SOLE RISK AND RESPONSIBILITY. ACCESS TO THE SITE, RELATED WEBSITES, AND SERVICES IS PROVIDED ON AN “AS-IS”, “AS-AVAILABLE” BASIS WITH NO EXPRESS OR IMPLIED WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. USER ACKNOWLEDGES THAT A THIRD PARTY TECHNOLOGY PROVIDER, NOT INTEGRITY, IS SOLELY RESPONSIBLE FOR THE FUNCTIONALTIY OF THE ROYALTY STATEMENT PLATFORM SERVICE. INTEGRITY SPECIFICALLY DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES TO THE EXTENT PERMITTED BY APPLICABLE LAW AND MAKES NO WARRANTY OR REPRESENTATION THAT THE SITE, RELATED WEBSITES, OR SERVICES: (A) WILL MEET THE NEEDS OR REQUIREMENTS OF USER OR WILL BE COMPATIBLE WITH ANY HARDWARE, SERVER, SYSTEM, NETWORK, OPERATING SYSTEM, SOFTWARE, INTERNET SERVICE PROVIDER, OR OTHER TECHNICAL SPECIFICATIONS; (B) WILL BE AVAILABLE, RELIABLE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; (C) WILL PROVIDE OR ENABLE USER TO ACHIEVE A GIVEN OR DESIRED RESULT, OR (D) WILL BE REPAIRED, UPGRADED, DEBUGGED, OR FUNCTION WITHOUT ERROR, MISTAKE, OR OMISSION. INTEGRITY MAKES NO WARRANTY AND ACCEPTS NO RESPONSIBILITY OR LIABILITY FOR CONTENT, INFORMATION, ADVICE, GOODS, OR SERVICES PURCHASED OR OBTAINED THROUGH THE SITE, OR RESULTING FROM OR ARISING OUT OF THE SITE OR CONTENT. THIS DISCLAIMER OF WARRANTIES MAY ONLY BE AMENDED OR MODIFIED BY A WRITTEN INSTRUMENT SIGNED BY AN AUTHORIZED REPRESENTATIVE OF INTEGRITY WHICH SPECIFICALLY STATES THAT IT MODIFIES THESE TERMS OF USE AND MAY NOT BE ALTERED, MODIFIED, OR ELIMINATED IN ANY OTHER MANNER, INCLUDING WITHOUT LIMITATION ADVICE, INFORMATION, OR TECHNICAL SUPPORT GIVEN OR RECEIVED FROM INTEGRITY OR THE SITE. EXCLUSIONS, LIMITATIONS, AND DISCLAIMERS CONTAINED IN THIS DISCLAIMER OF WARRANTIES DO NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW. THE RIGHTS OF INDIVIDUAL USERS MAY VARY BY JURISDICTION.

14. Indemnity

YOU AGREE TO INDEMNIFY AND HOLD INTEGRITY, ITS OFFICERS, DIRECTORS, BOARD MEMBERS, PARENT ORGANIZATIONS, PREDECESSORS, SUCCESSORS IN INTEREST, EMPLOYEES, AGENTS, SUBSIDIARIES AND AFFILIATES, HARMLESS FROM ANY DEMANDS, LOSS, LIABILITY, CLAIMS OR EXPENSES (INCLUDING ATTORNEYS’ FEES), MADE AGAINST INTEGRITY BY ANY THIRD PARTY DUE TO OR ARISING OUT OF OR IN CONNECTION WITH YOUR ACCESS TO OR USE OF THE SITE OR VIOLATION OF THESE TERMS.

15. Limitation of Liability

EXCEPT WHERE PROHIBITED BY LAW, IN NO EVENT WILL INTEGRITY BE LIABLE TO YOU FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, ARISING OUT OF OR RELATED TO YOUR USE OF THE SITE, EVEN IF INTEGRITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS, INTEGRITY IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS RELATED TO YOUR USE OF THE SITE, INTEGRITY’S LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF: (1) THE TOTAL FEE CHARGED BY INTEGRITY FOR ANY PRODUCT, SERVICE, OR FEATURE OF OR ON THE SITE GIVING RISE TO THE INITIAL CLAIM MADE AGAINST INTEGRITY, OR (2) U.S. $100.00. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS OF LIABILITY, SO THE FOREGOING LIMITATION MAY NOT APPLY TO YOU.

16. Assignment

The license granted to you subject to your compliance with these Terms is not assignable and may not be assigned or transferred to any third party.

17. Severability and Waiver

If any provision of these Terms is found to be invalid, unenforceable, or illegal, the remaining terms and provisions will remain valid and enforceable. A waiver of any breach under these Terms will not constitute waiver of any rights or future breach and no waiver will be binding except in a signed writing.

18. Governing Law

You agree that all matters relating to your access to or use of the Site, including all disputes, will be governed by the laws of the United States and by the laws of the State of Tennessee without regard to its conflicts of law provisions. You agree to the personal jurisdiction by and venue in the courts of Davidson County, Tennessee, and waive any objection to such jurisdiction or venue. Any claim under these Terms must be brought within two (2) years after the cause of action arises, or such claim or cause of action is barred. All royalty statements will be binding upon and deemed accepted by you two (2) years from the date of the statement unless you provide Integrity with a written notice identifying any claimed discrepancy. No recovery may be sought or received for damages other than out-of-pocket expenses, except that the prevailing party will be entitled to costs and attorneys’ fees. In the event of any controversy or dispute between Integrity and you arising out of or in connection with your use of the Integrity Site, the parties shall attempt, promptly and in good faith, to resolve any such dispute. If we are unable to resolve any such dispute within a reasonable time (not to exceed thirty (30) days), then either party may submit such controversy or dispute to mediation. If the dispute cannot be resolved through mediation, then the parties shall be free to pursue any right or remedy available to them under applicable law.

19. Entire Agreement

Except as otherwise provided herein, these Terms constitute the entire agreement of the parties concerning the Site and other matters referenced herein and supersede any prior oral or written understandings regarding said matters. 

 

Schedule 1        PROCESSING, PERSONAL DATA AND DATA SUBJECTS

Scope and purpose of processing

Integrity will process the User Data in order for you to use the Site.  

 

Nature

Storage and transfer of the User Data for the purposes of your use of the Site.

 

Duration of the processing

Integrity will process the User Data for the term of these Terms and as necessary thereafter solely as required by the Data Protection Legislation and any applicable laws and regulations.

 

Types of personal data

All data Integrity gathers, including Names, telephone numbers, e-mail address, addresses, statements of songwriting royalties.

 

Categories of data subject

Artists and writers who receive statements of songwriting royalties via the Site and the User’s officers, employees, agents, subcontractors or consultants who access the Site on behalf of such artists and writers.